The
nature of the business to be transacted, or the purposes to be promoted or
carried out by the corporation, are as follows:

The Corporation shall have the power to engage
in any lawful act or activity for which corporations may be formed under the
Stock Corporation Act of the State of Connecticut.

3.

The
designation of each class of shares, the authorized number of shares of each
such class, and the par value (if any) of each such share thereof, are as
follows:

The total number of shares of capital stock that
the Corporation shall have authority to issue is Four Hundred Ten Million
(410,000,000) shares, of which Four Hundred Million (400,000,000) shares shall
be common stock, par value $1.00 per share, and of which Ten Million
(10,000,000) shares shall be preferred stock, par value $1.00 per share.

Immediately following the effectiveness of the
Amended and Restated Certificate of Incorporation filed with the Secretary of
the State of the State of Connecticut on May 21, 1987, there shall be a
736-for-1 stock split applicable to each share of common stock of the
corporation issued and outstanding immediately prior to such time, so that each
share of common stock of the Corporation issued and outstanding immediately
prior to such time shall be changed into 736 shares of such common stock.

4.

The
terms, limitations and relative rights and preferences of each class of
shares and series thereof (if any), or an express grant of authority to the
Board of Directors pursuant to Section 33-341 of the Stock Corporation Act of
the State of Connecticut, Connecticut General Statutes, are as follows:

Each share of common stock shall have one vote
on all matters on which shareholders are entitled to vote by this Amended and
Restated Certificate of Incorporation, the By-Laws of the Corporation, or the
statutes of Connecticut.
Each share of common stock shall participate equally in any dividend
distribution and upon liquidation or dissolution.

Authority is hereby expressly vested in the
Board of Directors of the Corporation pursuant to the Stock Corporation Act of
the State of Connecticut to adopt from time to time resolutions and amendments
to this Amended and Restated Certificate of Incorporation providing for the
issuance of the Corporation’s authorized and unissued
shares of preferred stock, fixing and determining the terms, limitations, and
relative rights and preferences of the preferred stock, establishing series and
fixing and. determining the variations as among particular series of the
preferred stock. The resolution or resolutions providing for the issue of
shares of a particular series shall fix, subject to applicable laws, the
designation, rights, preferences and limitations of the shares of each such
series. The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:

(a) the
number of shares constituting such series, including the authority to increase
or decrease such number, and the distinctive designation of such series;

(b) the
dividend rate of the shares of such series, whether the dividends shall be
cumulative and, if so, the date from which they shall be cumulative, and the
relative rights of priority, if any, of payment of dividends on shares of such
series;

(c) the
right, if any, of the Corporation to redeem shares of such series and the terms
and conditions of such redemption, including the redemption price;

(d) the
rights of the shares in case of a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, and the relative rights of
priority, if any, of payment of shares of such series;

(e) the
voting rights, if any, of the shares of such series and the terms and
conditions under which such voting rights may be exercised;

(f) the
obligation, if any, of the Corporation to provide a retirement or sinking fund
or funds of a similar nature and the terms and conditions of such obligation;

(g) the terms and
conditions, if any, upon which shares of such series shall be convertible into
or exchangeable for shares of stock of any other class or classes or of any
other series of preferred stock, including the price or prices or the rate or
rates of conversion or exchange and the terms of adjustment, if any; and

(h) any
other terms, rights, preferences or limitations of the shares of such series as
may be permitted by law.

The Board of Directors may not make any change
in the designations, terms, limitations or relative rights or preferences of
shares of preferred stock after their issuance, except upon compliance with any
applicable provisions of the applicable law, of the By-Laws of the Corporation
and of such designations, terms, limitations and relative rights and
preferences.

5.

The
minimum amount of stated capital with which the Corporation shall commence
business is Five Hundred Thousand Dollars ($500,000) and Five Hundred
Thousand Dollars ($500,000) in capital surplus.

6.

Upon
the offering or sale by the Corporation of its shares or securities
convertible into shares (including warrants, rights to subscribe and options
to acquire shares), no shareholder shall have the preemptive right to
purchase any such shares or securities.

7.

The
Corporation has expressly elected not to be governed by Sections 33-374a to
33-374c, inclusive, of the Stock Corporation Act of the State of Connecticut,
Connecticut General Statutes, pursuant to the authority granted by Section
33-374c thereof.

8.

The
Board of Directors of the Corporation, when evaluating any offer of another
party to (a) make a tender or exchange offer for any equity security of the
Corporation, (b) merge or consolidate the Corporation into or with another
corporation, or (c) purchase or otherwise acquire all or substantially all of
the properties and assets of the Corporation, shall, in connection with the
exercise of its judgment in determining what is in the best interests of the
Corporation as a whole, be authorized to give due consideration to such
factors as the Board of Directors determines to be relevant, including,
without limitation:

(i)

the
interests of the Corporation’s shareholders;

(ii)

whether
the proposed transaction might violate federal or state laws;

(iii)

the
form and amount of consideration being offered in the proposed transaction,
not only in relation to the then current market price for the outstanding
capital stock of the Corporation, but also in relation to (1) the market
price for the capital stock of the Corporation over a period of years, (2)
the estimated price that might be achieved in a freely negotiated sale of the
Corporation as a whole or in part or through orderly liquidation, (3) the
premiums over market price paid for the securities of other corporations in
similar transactions, (4) current political, economic and other factors
bearing on securities prices, and (5) the Corporation’s then current value
(including its financial condition and the unrealized value of its properties
and assets determined over a period of years), its long-term plans and its
future prospects as an independent going concern; and

(iv)

the
social, legal, environmental and economic effects on (1) policy holders,
employees, clients, suppliers and other affected persons, firms and
corporations, (2) the communities and economic regions in which the
Corporation and its subsidiaries operate or are located and (3) any of the
businesses and properties of the Corporation or of any of its subsidiaries.

In connection with such evaluation, the Board of
Directors is authorized to conduct such investigations and to engage in such
legal proceedings as the Board of Directors may determine.

Notwithstanding anything to the contrary
contained in this Amended and Restated Certificate of Incorporation, the
By-Laws of the Corporation or otherwise (and notwithstanding the fact that a
lesser percentage may be specified by law, this Amended and Restated
Certificate of Incorporation or the By-Laws of the Corporation), the
affirmative vote of the holders of at least 80% of the voting power of all of
the shares of the Corporation then entitled to vote generally in the election of
Directors shall be required to amend or repeal, or adopt any provision
inconsistent with, this Section 8.

9.

No
person who is or was a director of the corporation shall be personally liable
to the corporation or its shareholders for monetary damages for breach of
duty as a director in an amount that exceeds the compensation received by the
director for serving the Corporation during the year of the violation if such
breach did not (a) involve a knowing and culpable violation of law by the
director, (b) enable the director or an associate, as defined in subdivision
(3) of Section 33-374d of the Connecticut Stock Corporation Act as in effect
on the effective date hereof and as it may be amended from time to time, to
receive an improper personal economic gain, (c) show a lack of good faith and
a conscious disregard for the duty of the director to the Corporation under
circumstances in which the director was aware that such conduct or omission
created an unjustifiable risk of serious injury to the corporation, (d)
constitute a sustained and unexcused pattern of inattention that amounted to
an abdication of the director’s duty to the Corporation, or (e) create
liability under Section 33-321 of the Connecticut Stock Corporation Act as in
effect on the effective date hereof and as it may be amended from time to
time. This Section 9 shall not limit or preclude the liability of a person
who is or was a director for any act or omission occurring prior to the
effective date hereof. Any lawful repeal or modification of this Section 9 or
the adoption of any provision inconsistent herewith by the Board of Directors
and the shareholders of the Corporation shall not, with respect to a person
who is or was a director, adversely affect any limitation of liability, right
or protection of such person existing hereunder with respect to any breach of
duty occurring prior to the effective date of such repeal, modification or
adoption of a provision inconsistent herewith.

CERTIFICATE OF AMENDMENT

STOCK CORPORATION

1.
The name of the Corporation is MBIA Inc.

2.
The Certificate of Incorporation is amended.

3.
Section 4 of the Certificate of Incorporation is amended by adding the
following paragraph at the conclusion thereof:

“Any action that may be taken at a meeting of
shareholders may be taken without a meeting by consent in writing, setting
forth the action to be taken, signed by persons holding a majority of the
voting power of the shares entitled to vote thereon, except that directors may
be elected by action of shareholders without a meeting of shareholders only by
unanimous written consent or pursuant to a plan of merger. If action is
proposed to be taken by written consent of less than all of the shareholders,
notice in writing of such proposed action shall be given to each shareholder
who would be entitled to vote thereon not less than 20 nor more than 50 days
before the date any such consents are to become effective.”

4.
Section 8 of the Certificate of Incorporation is hereby deleted in its entirety
and replaced with the following new Section 8:

“The Board of Directors of the Corporation, when
evaluating any offer of another party to (a) make a tender or exchange offer
for any equity security of the Corporation, (b) merge or consolidate the
Corporation into or with another corporation, or (c) purchase or otherwise
acquire all or substantially all of the properties and assets of the
Corporation, shall, in connection with the exercise of its judgment in
determining what is in the best interests of the Corporation as a whole, be
authorized to give due consideration to such factors as the Board of Directors
determines to be relevant, including, without limitation:

(i)

the
interests of the Corporation’s shareholders;

(ii)

whether
the proposed transaction might violate federal or state laws;

(iii)

the
form and amount of consideration being offered in the proposed transaction,
not only in relation to the then current market price for the outstanding
capital stock of the Corporation, but also in relation to (1)

the market price for the capital stock of the
Corporation over a period of years, (2) the estimated price that might be
achieved in a freely negotiated sale of the Corporation as a whole or in part
or through orderly liquidation, (3) the premiums over market price paid for the
securities of other corporations in similar transactions, (4) current
political, economic and other factors bearing on securities prices, and (5) the
Corporation’s then current value (including its financial condition and the
unrealized value of its properties and assets determined over a period of
years), its long-term plans and its future prospects as an independent going
concern; and

(iv)

the
social, legal, environmental and economic effects on (1) policy holders,
employees, clients, suppliers and other affected persons, firms and
corporations, (2) the communities and economic regions in which the
Corporation and its subsidiaries operate or are located and (3) any of the
businesses and properties of the Corporation or of any of its subsidiaries.

In connection with such evaluation, the Board of
Directors is authorized to conduct such investigations and to engage in such legal
proceedings as the Board of Directors may determine.

Notwithstanding anything to the contrary
contained in this Amended and Restated Certificate of Incorporation, the
By-Laws of the Corporation or otherwise (and notwithstanding the fact that a
lesser percentage may be specified by law, this Amended and Restated
Certificate of Incorporation or the By-Laws of the Corporation), the
affirmative vote of the holders of at least a majority of the voting power of
all of the shares of the Corporation then entitled to vote generally in the
election of Directors shall be required to amend or repeal, or adopt any
provision inconsistent with, this Section 8.”

6.
The amendment was approved by shareholders in the manner required by Sections
33-600 to 33-998 of the Connecticut General Statutes, and by the Certificate of
Incorporation.

IN WITNESS WHEREOF, the undersigned has
caused this Certificate of Amendment to be duly executed on behalf of the
Corporation as of the 5th day of May, 2005.